Common use of Parallel Debt and Security Clause in Contracts

Parallel Debt and Security. For the purpose of ensuring and preserving the validity and continuity of the security rights created under or pursuant to the Security Documents referred to in Paragraphs 1, 7, 8 and 9 of Schedule D, the Borrower hereby irrevocably and unconditionally undertakes to pay and to procure that each of its Subsidiaries irrevocably and unconditionally undertakes to pay to the Security Agent any and all amounts owing by the Obligors to the Finance Parties under the Senior Finance Documents (the "Obligations"). The Borrower and the Security Agent acknowledge that for this purpose all obligations of the Obligors to the Finance Parties under the Senior Finance Documents are also obligations of the Obligors to the Security Agent, which are separate and independent from, and without prejudice to, their identical obligations to the Finance Parties under the Senior Finance Documents, provided, however, that the amounts due and payable under this Clause (the "Parallel Debt") shall be decreased to the extent that the Borrower or any of its Subsidiaries has paid any amounts to the Finance Parties or any of them in respect of the Obligations, the Obligations shall be decreased by any amount paid by the Borrower or any of its Subsidiaries to the Security Agent in respect of the Parallel Debt, and the Parallel Debt shall not exceed the aggregate of the Obligations. Nothing in this Clause shall in any way negate or affect the obligations which the Obligors have to the Finance Parties under the Senior Finance Documents. For the purpose of this Clause the Security Agent acts in its own name and on behalf of itself and not as agent or representative of any other party hereto, and any security rights granted to the Security Agent to secure the Parallel Debt are granted to it in its capacity as creditor of the Parallel Debt. Any amount received by the Security Agent in relation to the Parallel Debt and pursuant to the foreclosure of security rights granted to it to secure this debt, shall be applied by the Security Agent in accordance with Clause 31.2 (Application of payments).

Parallel Debt and Security. For the purpose of ensuring and preserving the validity and continuity of the security rights created under or pursuant to the Security Documents referred to in Paragraphs 1, 7, 8 and 9 of Schedule D, the Borrower hereby irrevocably and unconditionally undertakes to pay and to procure that each of its Subsidiaries irrevocably and unconditionally undertakes to pay to the Security Agent any and all amounts owing by the Obligors to the Finance Parties under the Senior Finance Documents (the "ObligationsOBLIGATIONS"). The Borrower and the Security Agent acknowledge that for this purpose all obligations of the Obligors to the Finance Parties under the Senior Finance Documents are also obligations of the Obligors to the Security Agent, which are separate and independent from, and without prejudice to, their identical obligations to the Finance Parties under the Senior Finance Documents, provided, however, that the amounts due and payable under this Clause (the "Parallel DebtPARALLEL DEBT") shall be decreased to the extent that the Borrower or any of its Subsidiaries has paid any amounts to the Finance Parties or any of them in respect of the Obligations, the Obligations shall be decreased by any amount paid by the Borrower or any of its Subsidiaries to the Security Agent in respect of the Parallel Debt, and the Parallel Debt shall not exceed the aggregate of the Obligations. Nothing in this Clause shall in any way negate or affect the obligations which the Obligors have to the Finance Parties under the Senior Finance Documents. For the purpose of this Clause the Security Agent acts in its own name and on behalf of itself and not as agent or representative of any other party hereto, and any security rights granted to the Security Agent to secure the Parallel Debt are granted to it in its capacity as creditor of the Parallel Debt. Any amount received by the Security Agent in relation to the Parallel Debt and pursuant to the foreclosure of security rights granted to it to secure this debt, shall be applied by the Security Agent in accordance with Clause 31.2 (Application of payments).

Parallel Debt and Security. 19.19.1 For the purpose of ensuring and preserving the validity and continuity of the security rights created under or pursuant to the Security Documents referred to in Paragraphs 1, 7, 8 and 9 of Schedule DFinance Documents, the Borrower hereby irrevocably and unconditionally undertakes to pay and to procure that each of its Subsidiaries irrevocably and unconditionally undertakes to pay to the Security Agent Trustee any and all amounts owing by the Obligors Borrower to the Finance Parties under the Senior Finance Documents (and the "Obligations"). The Borrower and the Security Agent Trustee acknowledge that for this purpose all the Borrower’s obligations of the Obligors to the Finance Parties under the Senior Finance Documents (the “Obligations”) are also obligations and liabilities of the Obligors Borrower to the Security Agent, Trustee under the Finance Documents which are separate and independent from, and without prejudice to, their the identical obligations which the Borrower has to the Finance Parties under the Senior Finance Documents, provided, however, provided that the amounts due and payable under this Clause 19.19 (the "“Parallel Debt"”) shall be decreased to the extent that the Borrower or any of its Subsidiaries has paid any amounts to the Finance Parties or any of them in respect of the Obligations, the Obligations shall be decreased by any amount paid by the Borrower or any of its Subsidiaries to the Security Agent in respect of the Parallel Debt, and vice versa and that the Parallel Debt shall not exceed the aggregate of identical obligations which the ObligationsBorrower has to the Finance Parties under the Finance Documents. Nothing in this Clause 19.19 shall in any way negate or affect the obligations which the Obligors have Borrower has to the Finance Parties under the Senior Finance DocumentsDocuments in respect of the Obligations. For the purpose of this Clause 19.19 the Security Agent Trustee acts in its own name and on behalf of itself and not as agent or representative of any other party hereto, hereto and any security rights granted to the Security Agent Trustee to secure the Parallel Debt are granted to it the Security Trustee in its capacity as creditor of the Parallel Debt. Any amount received by . 19.19.2 Without limiting or affecting the Security Agent in relation to Trustee’s rights against the Parallel Debt and pursuant to Borrower (whether under this paragraph or under any other provision of the foreclosure of security rights granted to it to secure this debtFinance Documents), shall be applied by the Security Agent Trustee agrees with each other Finance Party (on a several and divided basis) that, subject as set out in accordance the next sentence, it will not exercise its rights as a joint creditor with Clause 31.2 a Finance Party except with the consent of the relevant Finance Party. However, for the avoidance of doubt, nothing in the previous sentence shall in any way limit the Security Trustee’s right to act in the protection or preservation of rights under or to enforce any Finance Document (Application or to do any act reasonably incidental to any of paymentsthe foregoing).

Parallel Debt and Security. For the purpose of ensuring and preserving the validity and continuity of the security rights created under or pursuant to Security, each Obligor (including the Security Documents referred to in Paragraphs 1, 7, 8 and 9 of Schedule D, the Borrower Parent) hereby irrevocably and unconditionally undertakes to pay and to procure that each of its Subsidiaries irrevocably and unconditionally undertakes to pay to the Security Agent any amounts equal to the amounts of the Secured Obligations (to the extent the same are monetary obligations) and all amounts owing by the Obligors to (including the Finance Parties under the Senior Finance Documents (the "Obligations"). The Borrower Parent) and the Security Agent acknowledge that for this purpose all such monetary obligations of the Obligors to the Finance Parties under the Senior Finance Documents are also obligations of the Obligors to the Security Agent, which several and are separate and independent from, and without prejudice to, their identical the corresponding obligations which the Obligors have to the Finance Parties under the Senior Finance Documents, provided, however, Documents provided that the amounts due and payable by the Obligors under this Clause 34.26 (the "Parallel Debt") shall be decreased to the extent that the Borrower Obligors (or any of its Subsidiaries has them) have paid any amounts to the Finance Parties (or any of them them) in respect of the ObligationsSecured Obligations (and, for the avoidance of doubt, the Obligations amounts due and payable to the Finance Parties under the other provisions of the Finance Documents shall be decreased by any amount paid by to the Borrower extent that the Obligors (or any of its Subsidiaries to the Security Agent in respect of the Parallel Debt, them) have paid any amounts under this Clause 34.26) and that the Parallel Debt shall not exceed the aggregate of corresponding obligations which the ObligationsObligors have to the Finance Parties under the Finance Documents. Nothing in this Clause 34.26 shall in any way negate or affect the obligations which the Obligors have to the Finance Parties under the Senior Finance DocumentsDocuments in respect of the Secured Obligations. For the purpose of this Clause 34.26 and any Security the Security Agent acts and will act in its own name and on behalf of itself and not as agent or representative of any other party hereto, to the Finance Documents and any security rights Security granted to the Security Agent to secure the Parallel Debt are is granted to it the Security Agent in its capacity as creditor of the Parallel Debt. Any amount received by decrease of the Security Agent Secured Obligations because of application of the proceeds of security in relation to payment of the Parallel Debt and pursuant any other receipts in payment of the Parallel Debt shall, mutatis mutandis, be subject to the foreclosure of security rights granted to it to secure this debt, shall be applied by the Security Agent in accordance with Clause 31.2 31.9 (Application of paymentsSecurity Proceeds).

Parallel Debt and Security. For the purpose of ensuring and preserving the validity and continuity of the security rights created under or pursuant to the Security Documents referred to in Paragraphs 1, 7, 8 and 9 of Schedule D, the Borrower hereby irrevocably and unconditionally undertakes to pay and to procure that each of its Subsidiaries irrevocably and unconditionally undertakes to pay to the Security Agent any and all amounts owing by the Obligors to the Finance Parties under the Senior Finance Documents (the "ObligationsOBLIGATIONS"). The Borrower and the Security Agent acknowledge that for this purpose all obligations of the Obligors to the Finance Parties under the Senior Finance Documents are also obligations of the Obligors to the Security Agent, which are separate and independent from, and without prejudice to, their identical -------------------------------------------------------------------------------- obligations to the Finance Parties under the Senior Finance Documents, provided, however, that the amounts due and payable under this Clause (the "Parallel DebtPARALLEL DEBT") shall be decreased to the extent that the Borrower or any of its Subsidiaries has paid any amounts to the Finance Parties or any of them in respect of the Obligations, the Obligations shall be decreased by any amount paid by the Borrower or any of its Subsidiaries to the Security Agent in respect of the Parallel Debt, and the Parallel Debt shall not exceed the aggregate of the Obligations. Nothing in this Clause shall in any way negate or affect the obligations which the Obligors have to the Finance Parties under the Senior Finance Documents. For the purpose of this Clause the Security Agent acts in its own name and on behalf of itself and not as agent or representative of any other party hereto, and any security rights granted to the Security Agent to secure the Parallel Debt are granted to it in its capacity as creditor of the Parallel Debt. Any amount received by the Security Agent in relation to the Parallel Debt and pursuant to the foreclosure of security rights granted to it to secure this debt, shall be applied by the Security Agent in accordance with Clause 31.2 (Application of payments).